My Kung Fu Is Strong
by Dethklok
Summary: This is a Teen TitansxSpider Man crossover. More of these should be done. I'm throwing my hat in the ring. The usual pairing will be followed, in my own way. Please review and throw out suggestions! Inspired by cloudshalo and The White Dwarf's fics.
1. On the 4th of July

_**Chapter 1: On the 4th of July**_

Let's take a moment and frame the scene. Holiday festivities are currently underway on the HIVE Academy campus, situated on the outskirts of Jump City in an undisclosed location. And why shouldn't it be a holiday? It's July 4th, a day of celebration in the good old US of A. Brother Blood, in an unusual display of generosity, always has a 4th of July barbecue and fireworks celebration that just has to be seen to be believed. It's something the students look foward to every year. Especially Mammoth, who consumes nearly half his body weight in hot dogs and cheeseburgers.

But on this particular 4th, there's a special surprise, something to sweeten the pot for these young villians in training. There are five guests of honor. At the height of the celebrations, a special toast will be said, marking their valor and determination, giving them their due. Immediately after, the special guests in attendance will be flash-fried, half a million volts of _**E**_-lectricity passing through their bodies until they are dead.

Let's go down the guest list, shall we?

**_Robin_**: Master strategist and leader of a world-famous supergroup. Commands knowledge in over 75 different martial arts, from Muay Thai to Shokotan. No metahuman abilities to speak of, but still an all around ass-kicker. Trained by the Batman. **_Threat Level: 8.5_**

**_Starfire_**: Alien princess from Tamaran, a world over 100 light-years away from Earth. Strength level: 8. Capable of flight and can generate high-energy phenomena called 'starbolts'. **_Threat Level: 7.49_**

**_Beast Boy_**: Formerly of the Doom Patrol. Skilled shapeshifter, but can only shift into animal forms. No limit on animal forms. Limited fighting skills, if any. **_Threat Level: 7.3_**

**_Cyborg_**: Injured human reconstructed with cutting edge cybernetics technology. Strength level: 7.2. Capable of interlinking with networked computer systems and scanning throughout the entire EM spectrum. High end communications suite built into his primary systems. Posesses a variable-frequency sonic cannon(s) built into cybernetic arms. **_Threat Level: 8.2_**

**_Raven_**: Origins unknown, may be extradimensional. Highly skilled telepath, telekinetic, and possible empath. Capable of flight and phasing through matter. Upper limit and scope of powers currently unknown. **_Threat Level: 10+_**

It took months of planning in order to affect this capture. The right kind of bait...the proper lure. The hardest part was creating thr proper prison for these five individuals. This extraordinary bunch, known in more popular circles as the Teen Titans, have been captured before, by HIVE and by others, and they have always managed to escape unharmed.

Not this time.

It took Gizmo 4 months to come up with the proper restraining agent, a superhardening gel or foam saturated with a neurolytic agent that worked on _both_ humans and aliens. This would take care of four Titans. But, the gel or foam also had to be able to conduct electricity, in order to incapacitate the fifth Titan, a man who was also a machine.

The plan had taken time, but suprisingly, it had worked, to everyone's surprise. It was ultimately chalked up to good mission planning on the part of HIVE's flagship force, consisting of Mammoth, Jinx, and Gizmo.

So here at this moment in time, our story begins, and a new web on woven. A new tapestry. But we're getting melodramatic. In the main courtard of HIVE Adademy, an area nearly the size and dimensions of a small football field, colorful bunting had been hung, long tables of steaming hot food had been laid out, and generally the ingredients for a rip-roaring night was laid out. Mix in appropriate amounts, and you have a **_hell _**of a good night.

In the center of the courtyard, an truck with a high-tech flatbed trailer was parked. On this flatbed, plugged into a power source, were five large metallic blocks. They were filled with a sea-green gel, not unlike shaving gel, or cream, or whatever. Floating in the middle of each of these blocks was a Titan. From left to right: Robin, Raven, Cyborg, (Cyborg's containment unit was flashing intermittently every 2.3 milliseconds. A built in EMP array kept his primary systems in standby mode.) Starfire, and Beast Boy. The gel was breathable, as oxygen could permeate through ports set up along the edges of each prison block.

All five Titans were aware, to an extent. They all knew they couldn't move, and that the specter of death was creeping up oh so quickly. But what to do about it? They were caught dead to rights. HIVE had done it's homework, this time.

With the scene set, let us move our attention several hundred feet away, toward the stands, where they are quickly being filled to capacity. Every HIVE student has food in their hands and a cold drink. It looks like a very good show tonight, the banner for this occasion says **FALL OF THE TITANS: END OF AN ERA** in bold red letters.

It seems like that statement is going to be true.

But fear not, true believers! All hope is not lost. Let us turn out attention to a young man making his way to an empty seat near the festivities. He's holding a disposable plate with a hot dog and a burger in one hand, and a root beer in the other. He is polite, saying _excuse me_ and _thank you_ to everyone he passes, for making way for him to get to a seat. He learned a long time ago that it always paid off to be polite, no matter what company you're in. Being rude rocks the boat, and especially in this situation, rocking the boat would be bad.

Deadly in fact.

* * *

The boy looked up and to his right as someone made his way to the empty seat next to him. A second later, the seat was occupied. The guy sitting in the seat next to him placed his drink in the cup holder in the arm rest. He then peeled up the full-face mask he wore slightly and began digging into a burger. 

The boy leaned over to him and said "Looks like you're enjoying yourself."

The guy turned and looked at him. "Yeah. One of the things I can truly appreciate in life is a good burger. It ranks right up there with making love to a woman and skydiving as one of my life goals."

The boy laughed. At least this guy had a sense of humor. "I hear that. This is infinitely better than cafeteria food."

The guy grinned. "Yesterday's meatloaf special went right through me and gave me the runs for a little while. I just got over that."

The boy nodded in understanding. Brother Blood seemed to buy the regular cafeteria food from the same place every school in America got their mystery meat. Which was another way of saying _who knows?_

He looked up and down at the stranger's costume. He wasn't that big, but he was wiry, and had muscle where it counted. His costume was primarily red and blue, with a web pattern overlaid over the red dominant parts of the ensemble. Somehow that seemed familiar...

"Say...don't I know you from somewhere?" the boy asked.

The stranger finished eating and pulled down his mask. "I guess I have one of those faces, huh? I'm new. Just got in with the new recruits a couple of days ago."

The boy held out his hand. 'I'm See-More."

The stranger shook it. "Call me...Web-Head."

"Ooookay...?" See-More sounded hesitant, but was silenced by a hand.

"Talk later. The show's about to start!"

* * *

Brother Blood took the stange front and center, in front of a grand podium decked out with a microphone. 

**_"lADIes and GENTleMen..." _**he tapped the mic and feedback erupted for a minute. "Ladies and gentlemen...that's better." Blood's voice boomed.

"This country has given so much, so much, to each and every one of us." he began. "Despite our occupation as marauders and agents of chaos and disorder, we must never forget that. Only here could I find the resources to open this...center for such gifted young people as yourselves, such diamonds in the rough. I am always somewhat grateful for that. That is why today's festivities mean so much to me, and more so this year's festivities in particular. We have a special event for all of you here gathered today. today, we declare _checkmate_ to several skilled opponents, and move on to a more...lucrative future." Everyone cheered.

"The Teen Titans have in a way, inspired this student body to become better, much more than the sum of it's parts. Here are the men and woman of the hour, who personify that ethos."

Thunderous clapping preceded the entrance of three of HIVE Academy's best and brightest, all dressed up. Gizmo and Mammoth walked to the stage dressed in formal tuxedoes with cummerbunds, while Jinx, with her hair down, was dressed in a very flattering and revealing purple metallic dress.

* * *

'Web-Head' rolled back one of his gloves, revealing a small digital watch. It was on a timer, counting down. Very soon, in the next two minutes, the numbers would be at zero. After that, he needed to be gone from here. 

He looked up at the stage. The Titans were parked directly behind the stage and were prominently on display for all to see. A quick look at the truck's cab revealed the keys were still in the ignition and the driver's side door was open. Made his job even easier. They were going to do the job on the Titans, and then quickly truck them away. To be trophies, most likely. There would be none of that tonight.

The three promised children took the stage. That was his cue.

* * *

A loud, shrieking voice cut through Brother Blood's speech. Someone was standing up in the stands and pointing at Jinx. 

**_"OH MY GOD!! IT'S A BITCH! __A BITCH! BURN HER! BURN HER AT THE STAKE!" _**

Mouths dropped. The atmosphere became beyond dead silent. Crickets chirped momentarily, then stopped. Everyone turned to look at the interloper, the speck who ruined such a momentous point in time. The bastard who signed his own death warrant.

**_"What did you say?!" _**Jinx growled, powering up, her eyes glowing with something beyond anger, beyond fury.

**_"Oh. Sorry!"_** the strange man called back. **_"A little word faux pas. I meant to say 'witch', not 'bitch'. Burn the witch! 'Burn the bitch!' makes no sense. Sorry about that."_**

"I'm going to kill you..." Jinx purred, looking oddly happy, which was somewhat terrifying. "I'm going to peel your skin and hang it from my wall, you...son of a bitch. I've never been so embarrassed in my life!" She shot forth a wave of purple light. Everyone siting within twenty feet of the interloper made feet and vacated. The stranger just stood there. There was a flash of light and an explosion, and a blur came flipping up, away from the devastation.

The blur of movement landed on the stage, several feet from Brother Blood and HIVE's number one team. He stood up and stared the four of them down. He was fairly tall, maybe 5'9, 5'10. He wore a formfitting blue and red costume, red being the dominant color. The red was overlaid with a intricate black web design. In the center of the chest was a black spider, seemingly at the center of the web. The mask was also covered in the black web design, but set off by wide, white eyes that stared back at you.

Blood seemed to be at a loss for words, momentarily. "You...? Here? You're a long way from home, Sp-"

Blood was cur off by a strand of gray webbing covering his mouth, silencing him. Another, larger web hit him, knocking him down and adhering him to the stage. He struggled and failed to regain his footing.

The stranger looked at the three of them. "I'm here for a little prisoner transfer. You don't mind, do you?"

"You're not getting anything, you bastard! Not after you said what you said in front of all these people!" Jinx snarled. Gizmo and Mammoth flanked her, Gizmo slipping on a weapons pack and Mammoth cracking his knuckles, grinning, envisioning the beating to come.

"What I said? If the pointed hat fits, ma'am..."

Jinx just growled and screamed in frustration even more. The stranger rolled back his glove and seemed to be looking at a watch. He then straightened up.

"Wait for it." he said.

Four seconds later, all eyes were on the main HIVE facility. A massive blast rocked the upper floors, and within seconds, a hole six stories wide had consumed more than half the main facility. Entire pieces of the upper three floors were gone, and there were several caved-in areas. A great fire lit up the sky.

There was a flash of movement. A small **_POP_**, and Gizmo, Mammoth, and Jinx found themselves covered in a rapidly expanding greyish foam that solidified on contact with air. The three of them were stuck to one another, gummed up in the worst possible way. The mixture had already hardened to the consistency of steel before it stopped, leaving their heads exposed. Mammoth struggled to move, but failed. His great strength was nothing if his arms were sufficiently constricted.

The stranger walked over to the three of them, struggling futilely. "This little science project of mine will disintegrate in about six hours, so don't worry. As for that big **_BOOM_**, well I found a veritable mountain of plastique and C4 in the basement of your little Academy. Had to put it to use somehow. I sat in on a couple of your HIVE classes yesterday. 'Bombmaking for Dummies 101' was _very_ helpful. Taught me everything I needed to know about detonators."

He walked towards the truck where the Titans lay in stasis. He stopped and looked at Jinx. "I suppose this is the point where I say that parting is such sweet sorrow, but it really isn't. I had a few laughts, had some barbecue, but I'll be glad to be on my way. I'd better get out of here. The student body is starting to come this way, and they look disagreeable."

"We'll get you for this, whoever you are." Jinx hissed.

"I'm sure you will." a red gloved hand ruffled Jinx's hair. An hour getting it straight and neat for this little party, all a waste. It was more of a tangle than before.

He stepped into the truck's cab and started the engine. The truck roared with a throaty howl. A masked head popped out of the driver's side window. "See ya in the funny pages. And Brother Blood? Buy some better cafeteria food. Your 'Meatloaf Thursdays' taste like shit."

With that, he punched the truck's horn twice and rolled the truck out, gaining speed the faster we went towards the HIVE Academy gates. The speeding truck, Titans in tow, smashed through with very little problem.

It disappeared over the hill and was gone. It would be no use sending out a search party. Regrouping and consolidating headquarters was more important right now. A blow had been struck today. If they didn't put out the fire, it would be a mortal wound.

"This isn't over." Jinx screamed. "Not by a long shot."

* * *

**_Take a long, hard guess at who the mystery guest, one of the stars of this story is! PLEASE REVIEW. I want opinions quite badly. iIve tried to write this in the vein of similar crossover stories. _**

**_I'd like to thank cloudshalo and The White Dwarf for writing similar stories and making them so good. I got the idea to do a story in this vein from you. Also, whoever wrote "Arachnophobia", kudos to you._**

**_  
_**


	2. Afterparty

_**I have to apologize for the spelling errors and the slight grammatical problems in the last chapter. When you type as quickly as I do, it happens. I'll try to keep it to a minimum...I hope.**_

_**Chapter 2: Afterparty**_

A beast on eight wheels is prowling these city streets. The time? After midnight. The place? Jump City, USA. At this time of night, all good boys and girls were snug in their beds, dreaming of sugar and lollipops. As for everyone else, clubhopping and bars is the order of the day. Jump City _did_ have 22 bars that catered specifically to metahumans, and 18 clubs. They ran full swing every night of the week.

But enough of that. Let's shift our perspective towards the city limits. A slightly battered truck was making it's way back into town. The front end was smashed up good, with smoke trailing from the front grille. The engine was still running, so that was something. Connected to the cab was a flatbed trailer with five large metallic blocks mounted on it. Let's move up about twenty feet back to the truck cab. Sitting in the driver's seat is one of the protagonists of our sordid little tale. Red and blue are his colors. He likes chocolate chip ice cream, and root beer. His aunt tells him he should cook more, but he's always been lazy. Microwaving Hot Pockets is so much easier.

But that's enough about the little things...at least for now. Right now, the driver has stomped on the brakes and has come to a stop. He switches on the lights and slips out a map. It details all the major highways and byways of this fair city. He thinks he's lost.

"I'm _here_...and the warehouse is _here_." a finger traces lines on the map, trying to go from point A to point B. "This is Highway 74, need to go on Route 14 twelve miles down, then take a left..." he folds up the map and tosses it to the side. At least he has a general idea of how to get to his destination, and that's a start.

"Webslinging is _so_ much easier..." he mumbles under his breath, before restarting the engine and slipping into gear. Complain later. Got a job to do. Let's roll out...

* * *

Let's switch gears and move back, twenty, thirty miles in the wrong direction, back out of town. True believers, we are back where this story of high adventure and thrills began! HIVE Academy, where only the best and brightest mischief makers of our generation attend, to be molded into the future terrorists and leaders of societies dedicated to world domination. 

But today is a dark day. A shadow, a blemish has been cast on the pristine reputation of HIVE Academy, and on Brother Blood. Barely an hour ago, it was the dawn of a new era. Things were looking up. But lo, how the mighty have fallen. The intruder's damnable webbing has since disintegrated, but it has left a taste in his mouth that will undoubtedly last for days. Everything feels gummy, and tasteless.

Ugh.

As for his three 'prized' students, disgust has replaced any other feeling he might have held toward them. Jinx, bad luck to any who would oppose her. Gizmo, the evil genius whose IQ ranks in the quadruple digits. Mammoth, the man-mountain strong enough to tear apart a tank. They were taken down like amateurs. Less than that, even. Currently, they were stuck together with some damnable concoction. They struggled and failed to get loose. **_This_** was the best HIVE had to offer? The Titans were taken from them without a punch even being thrown, practically no resistance whatsoever.

And his school, his precious school...was burning.

Still.

A student had reported to him that the fire supression systems had been disabled, and that the manual overrides had been destroyed. The water mains had been closed and clogged with the same material currently holding Jinx, Gizmo and Mammoth. By the time they could be cleared, HIVE would be less than a shell of what it had been.

Another student landed to Brother Blood's right. He could fly, and had been tasked with aerial surveillance of the devastation. The student's face said it all.

"The student dormitories are all but destroyed, Headmaster. The fire burned up everything. Beds, sheets, personal belongings. Everything is gone." The student sounded broken.

Blood rubbed his temples, trying to center himself. One man had done this. One man. All previous reports had labeled him a buffoon. An annoyance whose victories in the past had come due to blind luck and the incompetence of the so-called villians he faced in his home city. That assessment would have to be **_massively_** reevaluated. He had come, a wolf among wolves, and shown them up.

Destroyed everything!

Blood estimated that it would take at least 70-80 million dollars to fix and replace everything, if not more. The cafeterias were gutted, as were the student dormitories. His own private suite was not undamaged. Beyond that, the computer core was a problem, and severely compromised. There was data that had just been _lost_, and could not be retrieved again. Future missions for at least the next year and a half were now so much smoke in the wind.

Brother Blood did not look foward to the meeting he would have in the morning with the Brotherhood of Evil. They supplied the funding, through discretionary channels, for 32 HIVE Academies worldwide. A reckoning would be demanded, and he would have to explain himself.

If he still had a position by this time tomorrow, he would get in contact with Slade. Beyond corporate terrorism and industrial espionage and thievery, Slade was an assassin. This...insect who had so thoroughly ruined everything had to be squashed, permanently. Normally, Blood, after seeing one man wreak such destruction, would have been tempted to offer HIVE membership to him, but not this time.

No one hit Brother Blood where **_he_** lived and kept living.

He had close to a billion dollars in several Swiss bank accounts. He would access that money and pay any price for the broken body of that...man!

Blood has to keep that anger, and use it. He needed a clear head. HIVE still needed him as their lord and master.

He saw blood on the horizon for this...pest. Very soon, he would drown in it. Then he would die...

* * *

The scene shifts, yet again, to an abandoned meat packing plant in the industrial sector of Jump City. It's been shut down less than a year, and is still in good condition. The building is currently in possesion of a holding company who accuired the assets of Tastee Pork Products after it went belly-up. The power and water is still connected, for some reason. 

The sliding garage door to the main loading bay slides open with surprising force and snaps up into the ceiling. A figure runs back to an idle truck waiting outside and drives in about fifty feet before coming to a stop. Slamming the cab closed behind him, he leaps up onto the flatbed and looks at these prison units.

"Well Spidey," he muses, a hand scratching his chin. "How are you going to break these Easter eggs?" A backflip takes him to the top of Robin's unit. He openes up a panel and looks at the circuitry for a second before closing it again.

He opens it one more time, and looks at the circuitry again. He seems to be deep in thought. Suddenly, Spidey snaps his fingers.

"Aha!" he declares. "When in doubt, smash." Flipping from unit to unit, our intrepid young hero opens the control panels for each unit. Pulling on wires, he's soon holding a tangle of red, green and yellow wires connected to hardwired control systems built into the cages. With a final yank, the control systems pop out, opening the cages.

One by one, the front sides of each unit opens, and a flood of bluish liquid streams out, and with it, five drenched and disoriented Titans. The neurolytic gel has shifted to a liquid state, but it's still dangerous. One by one, these champions struggle to get up, but two days in a neutral buoyancy tank seems to have taken out the piss and vinegar from them. Something has to be done about that.

Another backflip lands our rescuer on the far end of the loading bay, near an industrial hose that was used to clean trucks. A quick twist of the pipes gets the water flowing. another leap, hose in hand, and we're back on the flatbed.

All five of them immediately scream in protest as a high-powered stream of water hits each and every one of them, and then the floor, washing away the residue of the gel. A hop down to the ground, and our friendly neighborhood wallcrawler is in front of the Titans, the water pressure turned down somewhat. He the gets in close, washing out the hair and scrub, scrub, scrub.

Starfire tries to slap him, but is slow and groggy, and misses by a mile. "Hey!" Spidey barks. "There will be no hitting. I'm trying to help you." Suddenly, a wave of black energy hit out beloved hero, smashing him hard into a nearby wall and cracking it. Slowly, Raven stands up. She still seems unsteady on her feet, and every muscle feels out of sorts. But discomfort will have to wait. The last two, three days feel strange, unreal. More recently, there was some kind of explosion. And now, here we are, waking up to a hose in the face and a cold room.

One after another, all five Titans get to their feet. Cyborg is last, as his systems have to reintialize themselves. Everyone looks around. What seems to be some kind of garage greets them, with a battered truck nearby. A flatbed is hooked up to the back, with five emptied and wet containment units on it. There's a flash of movement. Trying to get up on the far wall is a man, wearing a bright red and blue costume with a full face mask and two wide, bright eyes.

Raven strikes out again, a stream of dark energy catching this stranger and forming a talon, pinning him to the wall. Raven struggles to find words. She feels numb all over, and any feeling is distant. Slowly the Titans appraoch this stranger.

The outfit makes some kind of connection in Robin's head. He should be able to put a name to a face, but everything feels slow and not quite there.

_Bug-Man..._that's not right. _Something_-Man. Heard about him recently, but where? Not from around here, that's for sure. Robin can't make the connection right now. He feels weak as a kitten.

"Ask...him." Raven mutters. Things feel weird and out of place. She wants to be anywhere but here in this cold garage. Even generating the will to hold this guy in place is taking energy she really doesn't have. "Why...why here? Who...you?"

"There was a BOOM," Beast Boy said. They all looked spaced out.

The guy spoke. "Yeah, a BOOM. That's what happened. You guys have been drugged. That's why you're all spacey. HIVE would have killed you all if I hadn't stepped in."

"Who...you?" Robin was struggling to stay coherent. He really didn't feel like interrogating anyone.

"I'm Spider-Man, professional party crasher, at your service."

* * *

**_I know this is short, but I got several good reviews, and I felt I owed a quick follow up. I'll come up with a continuation to this in a day or so. Please provide suggestions for how you want this story to go! I'm open to good ideas. _**


	3. The Depths of Failure

_**I have some bad news. For some reason, I can't upload new documents onto the document manager to work on. I keep getting an error message. I'm typing this chapter from an existing document I was working on that was already saved. Until this situation changes, and I can upload new chapters. After this one, it may be a little while. Sorry.**_

**_To ease some minds, including my own, I will be using elements from both the comics and the 1990s Spider-Man FOX series in this, with some AU elements that will make themselves known in the future. What can I say? I loved the show. _**

**_

* * *

_**

**_Chapter 3: The Depths of Failure, and the Heights of Success_**

Robin stepped back and looked at his utility belt. He had something in there that would fix this.

He didn't feel quite there. Willing his body to move and obey him seemed slow in coming, and everything felt at half speed.

There it was. Eighth compartment from the center. Snapping it open, Robin could see a number of dark red capsules.

"Let him down for a moment, Raven." Robin ordered. Slowly, the black energy faded and Raven's arm lowered. Even drugged, she managed an intense look and stared right into our scrappy hero's eyes.

"You move, and I'll break you."

Spidey was busy checking every nook and cranny. Nothing felt cut off or out of place. That was good, right?

"Okay..." he looked at Robin. "Cute kid you have here. A real keeper."

Robin gathered his drenched teammates and held out one gloved hand. "These are stim capsules." he explained. "They contain an element that temporarily supresses any foreign elements in the bloodstream. We'll be alert for a while, at least until we get back to the Tower." He gave one to Beast Boy, Raven, and Cyborg. "Star, you take two. You may have been affected differently."

With a nod, Starfire took two capsules from Robin and swallowed them, and the rest of them followed suit. They all snapped to attention several seconds later, all of their neurons firing at once. Then they relaxed and began moving normally again.

Beast Boy cracked his neck and wiped his nose. A small trickle of blood was dripping. All five of them had bloody noses.

"Those were quite strong, friend Robin." Star said. "But I am alert." They all nodded in confirmation.

"Glad you all are feeling better." a voice emanated from their right. Turning around, they saw Spider-Man on a wall in a sitting position, the soles of his feet firmly planted. Somehow, he looked comfortable, and didn't fall off.

"I think you owe us an explanation." Raven said. "Who are you, and why did you rescue us?"

"Like I said before, I'm Spider-Man. And from the looks on your faces, that means absolutely nothing to any of you. That's a shame. It's really quite an honor to know me."

"I'm sure." Raven said drily.

"I know who you are." Robin said. "You're a long way from New York, Spider-Man."

"I am, aren't I? Suffice it to say, I'm here in this fair city on vacation, or I was. No rest for the weary, I suppose."

Reven brough her powers back up to the surface, pinning Spider-Man to the wall again with a dark energy talon. "You still haven't answered why you helped us." she said in a grating tone. There was something _off_ about him. She just couldn't tell what exactly.

"Friend Raven, he has done nothing to warrant such treatment!" Starfire said.

"Aggressive little minx, aren't ya?" Spidey said in a playful tone. "But that's all right. I'll tell the story, but you have to let me down, okay? I don't know where that hand's been."

"It's a talon." Raven corrected.

"Whatever." Raven dissappated her energy again and Spider-Man got to his feet, brushing himself off.

* * *

"All stories have a beginning, a middle, and an end." Spidey began. "At least all good ones do. My own epic saga begins in New York City, the Crabby Apple. Now I may not look it, but beneath this rakish exterior lurks the mind of a genius." 

Raven supressed a snort. "That true?"

"Yes, It so happens to be true. I was raised to be a humble good little boy, but when it comes to me, why be modest? I'm smart enough to have skipped junior and senior years of high school and went straight to college. That's a true Spidey fact, boys and girls. Come now, young lady. You don't look like you believe me."

"You look like many things. Impulsive. Rash. But a genius? I'm not so sure." Raven said.

"Hmmm. You may have a point there, non-believer. I'm sure if we picked each other's brains a little, you'd reevaluate your opinion of me."

"You wouldn't be ready for what's in my brain." Raven shot back. He seemed very efficient at poking at her, getting under her skin. Less than ten minutes with our underdog, and her feelings were already beginning to sway in the negative regarding him.

"I don't know. Is it as tasty as the rest of you?"

That provoked an immediate response. A wave of black energy swept back from Raven's body, striking the parked truck behind them with enough force to knock it on it's side. The truck beeped slightly, then stopped, streams of oil and other lubricants running from the smashed engine.

"You killed it." Beast Boy remarked.

Robin, Cyborg, Starfire and Beast Boy looked at Spider-Man. They had never met anyone who had provoked an emotional reaction as quickly in Raven as he had. Whether that was a good thing or not was debatable.

Raven looked somewhat troubled. _I thought I was stronger than this..._

"Can you just stick to the story?" Cyborg asked. 'We can't have her bringing this place down around us."

"If you insist. Well, I'm on summer break from school, and I decided I needed a change of scenery. Some R&R seemed to be just the ticket. No tangling with bank robbers or terrorists or supervillians for a little while. Just sleep in and enjoy the sunshine for a few weeks."

"You have supervillians?" Beast Boy asked.

"Of course I do. They're all 'I'm gonna smash you, you goddamn bug!' or 'perforate that webswinging fool!' or some variation of that theme. It's kind of funny actually. But back to the story. Where was I to go? Gotham? Too dark and dreary for my tastes. Metropolis? It was still reconstructing after Intergang destroyed its Downtown area. Then it came to me. Here. Jump City. Home of the Teen Titans, a group that is going places. Maybe right up to the top with the greats."

"Really? We're that popular?" Cyborg asked, somewhat pleased with himself.

"Oh sure. The Teen Titans have a heavy rep, back where I come from."

"How hard is it for you to tell a simple story?!" Raven barked. "You keep going on tangents."

"Hmmmph. What crawled up your cape? Well all right. About a day and a half after I arrive in town, I'm in the restaurant district having lunch, right? When flying through the air down Main Street I see some midget in a wearing a flight pack chased by you guys in that sweet ride of yours."

"At least someone notices." Cyborg said.

"Curious mind that I am, I decided to see what all the commotion was about. I pay my bill and suit up. I followed you guys to the industrial district. You must have realized taht it was a trap at the last minute, but it was too late. My spider-sense warned me in time for me to cover my ears, shut my eyes and hide. but you weren't so lucky. Near as I can tell, they used some sort of sensory overload weapon on you."

"I remember a screeching, getting louder and louder, and a white light." Robin said.

"I too remember." Starfire said. "The sound was louder than a Tangarean sonic crystal."

Raven also nodded. The sounds from whatever the HIVE used to incapacitate them had prevented her from focusing. The sound got into her head and just seemed to build, getting stronger until she couldn't stay conscious.

"Still doesn't explain how you got us out." Cyborg said.

Spidey chuckled and scratched his head. "Getting in was easy. More so than I thought. It was getting out, with five people in tow that caused me to get creative."

"So how'd you do it?" Beast Boy asked.

First, I waited until they had packed you all up. Then I followed them to a compound about fifty miles outside the city..."

* * *

"Your security systems are among the best in the world. Next-generation defenses. An alert security force. A student body of some of the world's most powerful metas. And you mean to tell me that this trespasser _just_ walked in?!!" 

The answer to young Beast Boy's question will only come if we come foward in time, and change place. while it is only two in the morning for our young heroes, it is now ten in the morning in an undisclosed facility several hundred miles away from Jump City. The fearsome Brother Blood has been called before a board of inquiry.

Some of the legends are here. The Brain, a true supervillian's supervillian. If he hasn't written the book on being a mad scientist, he has at least written the introduction, along with several long chapters. His illustrious career began well before World War Two. After an accident involving radiation poisoning and a prototype Nazi nuclear weapon that never reached completion, his still healthy brain was placed in a life support unit. And there he has stayed, for over fifty years. He's grown even more mean and crazed since then. A jar does not do a brain good.

Next is Madame Rouge. A classical beauty, she has been driven to be the best she can be for more years than she could remember. Identified as a metahuman with the ability to shapeshift, with an extremely malleable form, she worked in French black ops for over ten years under duress until she escaped, wiping her files and personal history. She then began a new life as a mercenary and assassin, until she was contracted to kill The Brain. A counteroffer of twenty million dollars and the promise of a high place within his organization caused her to void her contract by turning on the man who hired her, an American agent by the name of Nick Fury. Fury survived, but lost an eye. She has been at Brain's side ever since.

Third is Monsieur Mallah. There are conflicting reports about him. Some say that he's another exiled citizen of Gorilla City, like Gorilla Grodd. Others say that he's a gorilla that The Brain experimented on, granting him genius-level intelligence to compliment his frightening strength and agility. Whatever the story, he has been at Brain's side for more than a decade, and is Brain's right hand. No one questions him. Anyone who does is crushed.

There is a fourth person in the room, seemingly an observer. He sits in the dark, beyond the spotlights that are trained on Blood. All that Blood can tell is that he's a big man, nearly as large as Monsieur Mallah. He is smoking a fine Cuban cigar, it's red glow like an eye, staring at him.

_You have not answered our question, Brother Blood._

"What?' Blood stammers.

"I said," Mallah growls, a trace of a French accent coloring his voice. "You have not answered our questions. How was this individual able to pierce your security so totally?"

Blood reflected on what he was seeing on the main viewscreen. Although the central computer had been severely damaged, data still remained. A lot of it. Although none of it helped his case. Nearly all of the vital information; such as combat data on the Titans, future mission projections, personnel records, financial information, was gone. What had been salvageable were things like the security logs, which revealed that only two hours after the Teen Titans were captured, Spider-Man infiltrating his school by simply walking in the front gates with a group of new recruits.

* * *

"Hold on a moment." Robin stopped the story. "You mean to tell me that you just walked in?" 

"I just walked in. That's what I said."

"You just walked in?' Beast Boy asked, scratching his head.

"I just walked in."

"You just walked in?" This time it was Raven.

"I just walked in. Wasn't that hard."

"You walked in. On two legs. Through the front door?" Cyborg now.

"On these very clodhoppers." Spidey slapped his knees.

"You've got some balls, man." Beast Boy said, a measure of respect in his voice.

"He's got something." Raven mumbled

* * *

This time it was Madame Rouge who spoke. "It appears that Spider-Man penetrated your security by posing as a prospective student. We have interviewed several of your students who were also entering HIVE that day. It appears that he suddenly appeared on the back of the line, saying that he was a late arrival. When questioned by HIVE security forces, he claimed that his paperwork and belongings had not arrived yet."

* * *

"Everyone was actually quite nice." Spidey continued. The Titans, even Raven, were now quite interested. "I was put in a room with one of the other new kids. Everyone was excited, as there was an announcement just after I got in that the Teen Titans had been captured, and that their fates would be the highlights of the July 4th celebrations." 

"They celebrate the 4th?" Cyborg asked.

"Oh yeah. Just because their ultimate goal is to destabilize democratic governments and get rich quick doesn't mean that they aren't patriotic. It's kind of touching, really."

"So what was your next action, friend?' Starfire asked. Raven and Robin looked at one another for a moment. Starfire was always like that. She was very quick to warm up to people, without really checking for any ulterior motives. Robin thought it was cute, in a slightly naive way. Raven saw it as a liability.

"I went to class."

* * *

"Let us continue, Blood." Rouge said. "We must explore the depths of your failure to the very end." She tapped a control. The video shifted to show the inside of a classroom. It was Brother Blood, lecturing on the proper ways to make a detonator out of common electronic parts. The class then moved on to cover the various plastique compounds and chemicals that could be used to create explosives. 

Madame Rouge then shifted the camera angle over to the far right. On the very edge of one of the aisles towards the back of the classroom sat Spider-Man, who seemed to be paying close attention to what was being said. He had a small note pad and was scribbling down notes.

" 'Bombmaking for Dummies 101'. That was what you called this course. If you had put as much effort into security and defense as you had into clever names, your school, our property, would still be intact."

This footage was new to Brother Blood. That particular class had been filled. The new students that had come in earlier that day had filled the room to capacity, and they had all seemed very interested in learning the skills necessary to take what they wanted from the world in the future. If he had only known that there was one person there whose thirst for knowledge was _**not**_ for HIVE's benefit...

* * *

"We were stuck in stasis, and _you_ were taking notes?!" Raven snarled. Several of the light fixtures sparked and broke. 

"You get stressed like that, and all that pretty purple hair will turn gray." Spidey shot back somewhat defensively. Raven slightly blushed and turned away. Why did he seem so focused on her? Her appearance was rarely commented on in a positive way. The last time it had, and she had responded to it, she ended up fighting a dragon and nearly getting her teammates killed.

"I didn't know where you were being kept, but that class gave me an idea." Spider-Man continued. "Every student had samples of C4 and plastique to practice with. So if they had that much for every student to play around with, there had to be more. A little exploring later on that evening, and I found a storage room piled to the rafters with enough bang to send someone to the moon. I returned after everyone had gone to sleep and appropriated some of it, about a hundred pounds."

"What then?"

What then? I did my worst."

* * *

_"We have sent several teams to assess the extent of the damage."_ The Brain spoke, his synthesized voice a metallic tinny from his life support unit. _"Spider-Man placed explosives in several key areas; the power generators, the science labs, the security control systems. His placement seemed designed to create chaos, havok. He was negligent, or did not know to place enough explosive to totally destroy the computer core. But do not think this alleviates your own incompetence in this. Much has been lost."_

"_It appears that although he was ignorant of strategic demolition engineering, Spider-Man's placement of the explosives was enough to make it more of a loss to rebuild the facility. Your students will be reassigned to new facilities. It is this that has prompted our final decision. You will be stripped of your Headmaster title, and never again teach at a HIVE school. Your future function in this organization will be determined at a later date. To be sure, you will be regulated with nothing truly vital. Your actions, or lack of action in this matter, has demonstrated this to us."_

The lights dimmed, and those three who have now brought him so low from the heights of greatness are making to leave. What was he to do now? Teaching had been his life. Although he would never admit it, molding young riff raff into America's Most Wanted had been gratifying. And it was all that Spider-Man's doing...

Blood's desperate musing was broken by the fourth observer asking to speak for moment, if this board would allow him the privilege. Thay took their seats again and the light shined on the speaker. Blood was anxious as to what he would say.

* * *

"Setting the bombs was not really a problem. I'm, a fast learner, and one class taught me all I needed to know. It took me less than an hour to find the spots I wanted. The time to set them off was more tricky. I finally set them for during the celebrations, as everyone would be outside. I didn't want to hurt anyone." 

"And then?"

"I found their chemical storage and mixed up something to clog their drains. I also made a small sticky grenade to use, just in case. Then, I went to the celebrations earlier today, and the rest is history."

"That's some story." Robin said.

"The sad part is that it's true." Spidey joked.

"I don't believe you." Raven said.

"What are you, a Doubting Thomas?" Spidey joked. "Why would I make something like that up?"

"I don't know, but I'm going to find out, one way or another." Raven's eyes began to glow an off white.

"Spider sense tingling. But what's wrong?" Spider-Man looked around. The problem, whatever it was felt too close for comfort. His head buzzed in intensity as he looked around, until he looked at Raven.

"What are you doing?"

"I'm scanning you. You're hiding something."

"I hide a lot of things. But I've told you guys the truth. Cut it out, all right? it's giving me a headache."

Raven slightly angled her head and turned up the heat. "The truth!"

"About what?! Stop it!" Spider-Man was holding his head and was on his knees.

"Friend Raven. You are causing him pain..."

"Let him go, Raven."

"Raven, STOP!" Robin pulled her off her feet, seemingly breaking the connection. Raven's eyes stopped glowing, and a suprised look was in her eyes.

"I couldn't scan him."

"What are you talking about?' Robin was confused. The extent of her mental powers was still a mystery to the Titans.

"I thought he was hiding something. He is, but I don't know what. I may never know. There was a tremendous level of white noise that appeared the harder I tried to scan his thoughts. It didn't feel conscious. He may not have even been aware he was doing it, but he was. But I kept being turned around and pushed out. Trying to force my way into his head was a mistake."

Raven walked over and knelt down. Spider-Man was trying to get on his feet. His balance seemed off. She looked into his eyes.

"I'm sorry." With that, she ran out of the loading bay and took off in the sky.

* * *

Before we end this episode, this must be answered. Who was this fourth man, the observer? Leaving a loose end like this would be criminal. Let's move back to this board of inquiry, where Brother Blood lost everything. 

A rich, cultured voice spoke up. "Please, lady and gentlemen. A moment of your valuable time." Madame Rouge and Monsieur Mallah took their seats again. The Brain assumed his slot behind the table again.

The mystery man stood up, the spotlight tracking him. He walked over and stood beside Brother Blood. "It is true. This man has made a mistake. Several in fact. His carelessness and the carelessness of those under him have cost your organization valuable resources, financial, material. That is true. But can we not learn from our mistakes, and come through the fire stronger, tempered, because of it? I say this, I speak on behalf of this man, because I say that I too, have been guilty of underestimating those wishing to undermine me and all I have worked for. I have come far to be here, because when my operatives gave word that Spider-Man had reappeared, and the damage he had caused, I knew that I would find people as motivated as I have become, to put an end to Spider-Man, once and for all.

To date, my mistakes regarding Spider-Man have cost me over two billion dollars. You all look surprised. Why so much? Underestimation. I did not give my enemy the respect he deserved, and I and those around me suffered for it. I have had many encounters with Spider-Man, and up to a few days ago, I had relagated him to the level of a fool with powers, a do-gooder who was ignorant of the way the world truly worked. That was a mistake, one I am still trying to rectify and recover from.

I know the truth now. Spider-Man is dangerous. Not because he is the most powerful so-called 'superhero'. Nor is he the most intelligent. But he is clever. Devious beyond all imagining. It is to his credit that he plays the fool so well. It distracts from the truth. Because we underestimate him, dismiss him, he will always be victorious. He is an enemy that exists outside conventional thinking. Walking inside a facility filled with armed troops and all manner of metahumans that could obliterate him? Sitting in a class with them, and with you, Brother Blood? You all may label it as stupid, imbecilic behaviour. I call it bold. Inspired even! It succeeded. He caused this much damage, relieved you of your prisoners, and not a punch was thrown. Practically no physical effort on his part.

I say yes, Brother Blood should be stripped of his position. In spite of all I have said, it is still his fault. But he should be given a new purpose. He has something now that is of immense value. Motivation. Spider-Man has cost him everything. I'm sure that a burning hatred now exists inside of him. Good. Let him use that. It is a tool. I have brought with me several associates who are intimately familiar with Spider-Man. They know how he thinks. How he fights. My...Sinister Six is more than ready to do battle against Spider-Man. I ask that Brother Blood work with them, and he gather whatever resourses or associates of his own that he requires in order to further our mutual goals.

The total and complete destruction of Spider-Man, and all who stand with him."

* * *

_**An ass-kicking ending, huh? I hope you enjoy it. Take a guess at who this mystery guest is. I never mentioned his name. As always, give me any feetback, and any suggestions you have on the future of this story would be greatly appreciated.**_


	4. New Toys

**_Seems like I'm back in business. Whatever was the problem preventing me from uploading new documents has been rectified, so on with the show._**

_**I greatly appreciate the kind words of support from everyone who has reviewed this story. You almost make it worthwhile...:)**_

_**

* * *

**_The man stopped his work, again, and looked at the little midget disrupting his concentration. 

"I thought I told you to sit in the corner." he snapped at the teen genius, who seemed to always be underfoot. What was this twerp's name? _Gazmo_. _Ghismo_, _Giz_-something. Who cared?

The doors slid open and two men walked into the workshop. One was over seven feet tall, and massive was not the word to describe him. One impetous wall-crawler would have said that this man had his own orbit, but hopefully such verbal jabs would be silenced by the end of this endeavor. The second man was smaller, and thin, wearing a white and red robe.

The giant spoke. "Alistair, how goes the preparation of the prototype unit?"

"It will be operational within the hour, Kingpin. I am making the final tactical adjustments now. The work would go more quickly," he narrowed his eyes and gazed at the technical genius behind HIVE Academy's foremost team. "if I could work without interruptions."

Brother Blood stepped foward. "Gizmo, why are you interfering? The importance of this mission cannot be stressed enough."

Gizmo stood straight. "I'm sorry, Brother Blood, but this is Alistair Smythe! The man who revolutionized tactical data processing! His superconductor designs are the stuff of legend! And this..." Gizmo gestured to the main assembly/analysis area, where the prototype unit was being calibrated. "...this is inspired!"

"It appears you have a fan, Smythe." The Kingpin chuckled. This Gizmo was young, but was highly talented in the fields of robotics and energy weaponry. Nearly as talented as Smythe. He would have to keep an eye on this one. In a few years...when the boy was older, more experienced, there could be a place within the organization for him.

"I am still unsure about this, Kingpin." Brother Blood had concerns. "Yes, the unit is well-armed. Very well-armed. But guns are not everything. Neither is strength. How will this compare to the original?"

"Brother Blood, today's operation is twofold. Spider-Man is the perfect test subject to test the viability of this model against a metahuman opponent. If it performs at least half as well as it has been tested to, mass production could be the next step. Imagine it: disposable soldiers. Ruthless, relentless, cunning. Willing to follow any order. Stronger than any mere mortal. Spider-Man is merely...a guinea pig in the larger scheme of things. At least for now."

"What about your men, these...Sinister Six?' Blood asked.

"They are to be held in reserve, for now. There is much to do, before they enter the game."

Blood grabbed his arm. "This is no game, Kingpin! I lost everything because of Spider-Man! This is my only chance to hold on to my place within this organization! I will not have it compromised because you want to play games and test new toys!"

Blood was quickly grabbed in a choke hold, a ham-sized hand closed tightly around his neck. "You had best watch your tone." Kingpin said calmly. "You lost your standing due to your own incompetence. Spider-Man made a fool out of you, and you suffered for it. Rightfully so. I asked for you because you and your young associates can be of some value to me in the completion of my goals. If I was mistaken in that assumption, I will correct it."

The Kingpin slowly released his hold, seeing that brother Blood had conceded. He really had no choice in the matter. The matter of executing Blood for his failure had seriously been considered behind closed doors. It was only due to Kingpin's request to use the man that Blood still drew breath. Revenge was a fickle motivator. it could push you one moment, blind you the next. He would do good to remind Brother Blood of his obligations, from time to time.

"Inform me when the unit is ready." Kingpin told Smythe. "One other thing. Is the specialized armor ready for it?"

Smythe smiled. "Oh yes. Installing it will be a simple matter, after this. I can only imagine what will happen when they do battle."

"Is the communications package installed?"

"Yes. It will broadcast all telemetry to this location."

"Good. Whatever the outcome, I wish to record this."

The doors slid shut as the Kingpin and Brother Blood walked out. Alistair Smythe looked at Gizmo, who looked as if he would burst into another bout of babbling and asinine hero-worship. "Not another word out of you, or out you go." He then turned back to his work. By noon, the unit would be ready and operational.

Then the fireworks could begin.

* * *

After the haze cleared, our young hero could think again. The pressure seemed to be gone. What had happened? All he remembered was a drilling, a hammering. Someone had been trying to get inside his head, and keeping them out felt like torture. How had he done that anyway? 

Peter quickly sat up, which was a bad idea. Quick movements brought about a sharp headache that felt like glass breaking in his skull. Okay, Parker. You are not where you should he. I never remembered the ground being this soft. Or red. Or a kitchen in the corner.

Where am I anyway?

An all too chipper voice rang iun his ears, and he was quickly embraced in a bear hug. "All is well! Friends! The Spider Man is awake!"

He barely managed to speak. "It's just Spider-Man. You seem happy...Starfire, wasn't it?"

This chick seemed to be all sunshine. "Oh yes. I am Starfire. After you collapsed, we took you to our home." she stood up, her arms in a grandiose gesture. "Welcome to Titans Tower!"

Spidey rubbed his head, trying to get himself straight. "Thank you for your hospitality." Cyborg, Robin, and Beast Boy entered his field of vision.

"Good to see you once more among the living, man." Cyborg extended a hand, and Peter took it, getting to his feet. "Raven really did a number on you."

"Feels like I hit a brick wall at mach five."

"A psychic probe will do that to you." Robin said.

"Is that what it was? Felt more like a psychic meltdown."

"I don't know why Raven acted that way." Beast Boy said. "She's never tried anything like that before. She said she couldn't scan you."

"Huh." Spidey scratched his neck. "I don't know about that. But then again, I haven't come up against too many psychics in my career."

Cyborg went over to a console linked up to the main computer screen. He tapped a few keys, and a newspaper article came up. It was dated from two years ago. it was an online article from a New York based paper, the Daily Bugule. **_MASKED MENACE TERRORIZES CITY_** was highlighted in bold letters, and right below was a picture of Spider-Man, larger than life and in living color. He was scaling the sheer face of a skyscraper, several dozen stories off street level. The light level, the angle...it was a classic shot of our scrappy hero at work.

Spidey chuckled. "Those were the days. I had just gotten my powers. I was so afraid that they were going to cut out on me at any minute, and I'd become street pizza."

"Quite a resume you have." Robin said. "We found over two hundred articles in this paper about you. The other city papers cover you to a lesser extent. The Daily Bugle seems...fixated on you."

"That's Jameson for you. He may hate my guts, but I do sell papers."

"Who is this 'Jameson'?" Starfire asked. "You appear to be a great hero. Talented, strong. Who is he to spread such slander about you?!" She actually sounded angry.

"Hey, cool down a little. It's not a problem. You ever heard the expression 'sticks and stones will break my bones, but words will never hurt me?' That's my philosophy. J. Jonah Jameson...the guy's an asshole. But he's _my_ asshole, and he needs me."

"On my world, I would be well within my rights to challenge this man to a rite of combat, for his words. Who is he, to speak out against you?"

Spider-Man sat back on the couch. "A little intense, princess. And half the reason I tolerate Jameson is because he pays my bills. He pays quite well for pictures of Spider-Man, and I always need the money."

"You mean to tell me that you're running a game on this fool?" Cyborg asked. "Selling him pictures of yourself when Spider-Man is right under his nose? Sweet." he grinned.

"It does seem like poetic justice." Star conceded.

"I'm glad I have your seal of approval." Spidey said. "What time is it anyway?"

"It's after 11, man." Beast Boy said.

"In the morning? I really have to get going back to my hotel. I could use a shower, and some sleep. Springing you was an all-night affair."

Robin took Spider-Man aside for a moment. "Listen, we've been talking, and we were wondering if you'd like to bunk with us, for as long as you're here. We have the room, and it's free of charge. We could always use a helping hand, and you did pull us out of the fire. We owe you."

"Well I'm never one to turn down something free. You've got room for me, I'm in. I have a couple of weeks to kill, and you guys seem like fun. I'll just have to make a run and get my stuff and check out of my hotel. I better do that quick. After 12 noon, they charge for an extra day."

"Great. We'll get a place ready for you." Robin looked at Starfire, Beast Boy, and Cyborg, who seemed to be waiting for something. "He said yes, guys."

Star gave a squeal of delight, while Beast Boy and Cyborg clapped each other on the back.

"I should be going." Spidey said. "I'll be back in about an hour."

One other thing." Robin said. "About Raven. What happened earlier, that was really something. We've all known Raven a long time, but she's never apologized to anyone. We've also never met anyone who gets her up and on fire so easily. I think it would be good for her."

"How do I know she won't play mamba with my membranes again? She seems kind of disagreeable."

"We all know that. But I want you to understand. She has _never_ apologized to anyone, for anything. The fact that she did, for you, we all think that's worth exploring. That's half the reason we want you around."

"Ah, you want me to wake the fair maiden. No offense, but she seems kind of an ice princess."

"Come on. You and I know that's both an act. If you're not up to the challenge, I understand..."

"Hey. You didn't hear me say no, did you? I'm in. I like a challenge. But if she lobotomizes me, it's your fault."

"Agreed."

* * *

A launch door opened, revealing a beatuiful ocean view. This facility, one of the Brotherhood of Evil's tertiary bases, was several miles down the coastline from Jump City. It was well hidden, built into a cliffside. The Sinister Six were here, training and sparring. None of them had worked together before this operation, although they all had dealings with the Kingpin and Spider-Man. Kingpin had outlined to them the necessity of training together, becoming a single unit. Spider-Man was a master at divide and conquer strategies, turning those who were against him against each other. The Kingpin had to combat that. The commission that they would be paid for this was specified to be distributed equally, as to discourage greed. Spider-Man had in the past defeated squads hired to eliminate him by playing on their love of money, and their suspicion of one another. It would _not_ happen again. 

A large single-bore missile launcher was set up, and a missile was loaded. It was hollow, with a compartment large enough for a man to stand in. Smythe entered the launch bay, hovering in his anti-grav chair. The Kingpin had gifted him with it after he had entered into his service. It was extremely versatile, a far cry from a wheelchair.

Gizmo quickly came after, followed by the prototype unit. The Six were also there, as was Brother Blood and the other two he had requested, a girl named Jinx and a behemoth named Mammoth. Kingpin noticed that Jinx seemed very interested in Scorpion. She kept passing him looks, something Scorpion scowled at. Jinx was at least five years too young for his tastes. Vulture kept laughing at his discomfort, and the term 'cradle robber' was used more than once.

Kingpin cleared his throat, and all noise ceased. Smythe pulled out a portable control unit and tapped several keys. The prototype stepped foward and assumed a standing position inside the missile. The compartment closed and sealed.

A dry chuckle came from the man leaning against the far wall. "Something amusing, my good Doctor?" the Kingpin inquired.

Four tendrils hissed and snapped in the air around the good Doctor. Their heads were constantly changing shapr and form. One moment, one was an electron stunner, the next it was a plasma thrower, then a minigun. The nanotechnological upgrades installed made Doctor Octopus even more of a force to be reckoned with.

"I disapprove of this, Kingpin." he said, in his distinct Austrian accent. "Your toy, no matter how advanced, will not measure up to the original. He will defeat it."

"We will see, Doctor. This is only the beginning, you forget that. This is a _feint_, a probing action. You will all have your pound of flesh soon enough."

Doctor Octopus was nonresponsive. Kingpin turned to Smythe. "Fire."

A _thrumming_ sound, followed by a loud _BOOM_ and a wave of pressure filled the small hangar. The missile had been launched. It would touch down near the Downtown area, on top of the Hierlark Building, the largest skyscraper in the city. The primary and secondary targets would undoubtedly be drawn towards it. If not, the unit would activate and actively pursue them.

Everyone assembled left the bay, quickly emptying it. They all gravitated towards the main control hub. The linkup would be established in a matter of moments, and no one wanted to miss the show.

The Kingpin lingered for a moment, watching the missile's exaust trail. It would touch down shortly.

_"From hell's heart, I stab at thee. For hate's sake, I spit my last breath at thee."_

* * *

Everyone turned around to see raven quetly entering the common area of Titans Tower. She had been in her room meditating for nearly ten hours, her door locked by her dark energy. It seemed to be a good sign that she had come out again. 

"Have you regained your peace, friend Raven?" Star inquired.

Raven opened the fridge and took out some milk, pouring it in a cup. She drank slowly and deeply, trying to find her center. It seemed to be eluding her. They really had no idea how heinous it truly was, what she had done to him. On Azerath, so long ago and far away, one of the highest laws had been never to use one's psychic gifts to break into someone's mind, which was precisely what she had attempted to do. She had put a significant amount of effort behind her probe, and gained nothing. If she had aqquired some knowledge out of the whole exchange, she could at least take some consolation in that she learned whatever truth he had hidden. But she had not. She had caused pain to another being for no purpose. It was because of this that she was off balance, and was ill at ease.

"No, I have not, Starfire. None of you truly understand what I did, or tried to do. I _hurt_ him, for nothing."

Robin approached. "Look, Raven. It's alright. I think you'll have plenty of time to try and make it up to him. We asked Spider-Man to bunk with us for his stay in Jump City."

"You did _what_?!" Black energy surged, and the large bay windows cracked, as did many of the glasses in the cabinets. "Why was I not informed about this?"

"If you had opened your door and answered when we called, we would have told you. As you didn't, we came to a unanimous decision without you."

"That doesn't matter. I don't want him here."

"Why?"

"I get...nothing from him, except white noise. Trying to break into his mind was even worse, and it was a mistake."

"What do you mean?"

"I'm an empath. I pick up emotional signatures and I can interpret them, among other things. I can't pick up anything from him. His mind is too different. I don't like it."

"What do you mean his mind is too different? We all spoke to him. His mind seems fine to us."

"You know what? Do what you will. But he is your guest, not mine. I refuse to deal with him."

"You're being kind of hard about this, Raven." Cyborg said.

Before Raven could speak, a silvery streak of movement sped past the Tower, heading towards the city at high speeds, trailing exaust. The sonic boom of the missile's passing shattered the windows, completing the job Raven started.

"Titans, GO!" Robin barked, all five of them mobilizing, all personal issues stowed for the moment.

* * *

Spin. Webline. Grab that flagpole and backflip. Traveling high above the city streets were more than second nature to Spider-Man. Although the means by which he was webswinging were artificial, specialized webshooters he had designed, in very short order he had felt _beyond_ natural using them. 

Why was Raven unable to scan him? He thought about that, and really couldn't come up with an answer. He had no training in resisting psychic probes. In all fairness, he had no training in how to use his powers at all. He had adapted and made it up as he went along. The fact that he was so good was a surprise, especially to him.

It had been a little over two years ago when he gained his powers, at a scientific demonstration at Empire State University. He had been there for a class trip. The 'Art of Neogenics'. A new science, less than ten years old, officially. The means by which stable control over genetic structures could be achieved, and manipulated. This in conjunction with the Human Genome Project meant the sky was the limit in regards to understanding the hidden potential of human DNA. But Peter had heard about other things, over his tenure as Spider-Man. It was an undersgound legend that Project: Rebirth, the creation of Captain America during World War Two, was a primitive variant of the Neogenics sciences. The fact that it had been successful was something, considering how much was not understood at the time, and the risks they took.

The biggest spider he had ever seen had bitten him at the demonstration, expiring seconds after. For several days afterwards, he had missed school, running a fever. Aunt May and Uncle Ben had really been worried. For some reason, it seemed important that he tell no one about the spider. No one had noticed that puny Parker had been bitten, so he had surrepticiously taken the spider's body home with him. On the third day, he had woken up, and was literally a new man. Everything felt clear and in focus. Thought and action seemed like one. Strength, speed, he no longer needed glasses!

But how had this happened? Not that he was complaining, but he had a right to know. He had a relatively high-powered microscope, a generation or two behind current specs hooked up to his computer. An analysis of the spider had revealed that it was a genetic hybrid. Genetic characteristics from over seventy species were present. But the spider's genetic structure was not up to the task of stabilizing all of these characteristics. Undoubtedly Neogenics was involved. This spider had been some sort of test subject for genetic manipulation.

After this readers, you all know the struggles of Peter Parker, the transformation from Peter Parker to Spider-Man, the loss of his Uncle Ben due to inaction, Peter's vow to use his powers responsibly. But let's explore something for a moment. Beyond the obvious changes on Peter, from man to a web-swinging superman, something else had been changing. So slowly, Parker was barely aware of it. He had some suspicions, but nothing concrete. His mind...was changing. As said before, the day Peter gained his powers, he had noticed that everything felt sharper. Thought and acion felt as one. That is an understatement. In humans, instinct as been in competition with logic, reason, since the beginning. As creatures who can exist beyond base instinct, we are different from every other lifeform on this planet, as are all sentient beings, be they human or extraterrestrial.

But with Spider-Man, the line between instinct and reason, cold logic has been blurring. Unbeknownst to him, or literally everyone else, he is _still_ changing. Mentally, he is still evolving. Let's take for example Robin. Years of intense training have made him a human weapon. His intincts have been sharpened, and are an invaluable tool to him in battle, and in investigative work. But he is still only human. There is a limit between reason and instince that cannot be breached. It's just a fact. With Spidey, our hero is becoming. Not quite human, not quite spider. Let us say that he is as much a man in wolf's clothing as he is a wolf in man's clothing.

What that ultimately means...only time will tell.

* * *

The missile had touched down on top of the Hierlark building, the tallest building in the city. On the roof there was a large communications dish that cast a large shadow of the rooftop. The missile was imbedded nose first in the roof. Robin noticed that a compartment was open in the side, and that it was empty. So it wasn't a bomb. It had been carrying something. That was even more troubling. 

The Titans had been teleported from an adjacent builting to the rooftop by Raven. They quickly spread out, looking for any signs of trouble. A glint of light flashed from a circle built into the casing of the missile. It glowed, and a holographic signal appeared in front of them. It was of a man, quite enourmous, but radiating power and command. He wore a large wgite suit jacket and black pants. He carried a diamond tipped cane. His eyes seemed to sparkle with amusement.

_"The Teen Titans."_ his voice sounded smooth as butter, designed to find a chink in the armor. _"Your repuation precedes you."_

"And you are?"

_"You may call me the Kingpin."_

"I recognize you. You're Wilson Fisk. You're the second person we've met who's visiting from New York City."

_"You must be Robin. I have been briefed of your...uncanny investigative skills. Trained by the Batman himself. Very good. You know who I am. That makes no difference. I am currently beyond your reach."_

"Is Spider-Man beyond your reach?"

_"Very soon, he will be beyond anyone's reach."_

"We'll see."

_"Ah. Here he comes now. We can begin."_

* * *

Spidey diverted course when he saw the missile speeding toward the Downtown area. It crashed on top of the city's largest building, the Hierlark Building. He landed on a building several blocks away and dropped his bag. He dug through it and pulled out several spare web fluid clips. He then stowed them in his belt, and webbed the bag to a corner of the roof. He then shot a strand of webbing at a tall pipe, and another at the support for a water tower. He then pulled back, until he was leaning over the lip of the roof at the far end. The tension was great. Letting go, he shot fowards like a cannon, clearing four city blocks in less than five seconds. A web line attached to the side of the Hierlark, a sharp pull, and he was speeding up to the top. He flipped and landed on his feet, in front of the Titans and the holographic figure. 

Spidey straightened up and looked at the figure.

"It's been a while, Slick Willie."

_"Ah, Spider-Man. I have missed that acerbic wit."_

"What are you doing here? I took a vacation to get_ away_ from my problems, and you're one of them."

_"The same could be said for you, my friend. But I have come up with a solution. Very soon, you shall trouble me no more."_

"That's what they all say. Less talk, more action."

_"You shall have more action than you can handle, I think."_

Peter tensed. His spider sense was on full blast. To his right. A figure stepped out of the dark shadow of the communications tower. He was fairly tall, and looked thin. But who could tell? He was wearing some kind of stealth cloak, all grays.

"Around here, it's polite to show your face." Spidey snapped. He was geting some bad vibes.

With a sharp movement, the cloak was snatched off and thrown away. The newcomer stood for all to see.

The Titans stepped back a moment, in surprise. And Spidey raised an eyebrow under his mask.

"Well. This is new."

* * *

The figure was fairly tall, about 5'9, 5'10. The same height as Spider-Man. In fact, the figure was the spitting image of Spider-Man, except for the colors. Where Spidey's suit would be red, it was a cold silver, with Spidey's web motif etched into the metal, as was the spider on his chest. where Spidey's costume would have been blue, a black, slightly shiny material was present. Robin identified it as flexible meshed-weave body armor.

Spidey wiggled his hand. The double copied him. He stood on one foot. The double followed.

Fisk smiled. _"I call it the Spider-Slayer. It is the first of many. Today is this unit's test run against the original."_

"A robot, Fisk? I'm touched. I'm the guinea pig in this? We'll see about that. I'll smash this Terminator wannabe into the ground."

"This is not just a robot. It has been built to be your superior-" Fisk was cut off as the Titans leapt to attack this thing. They barely got five feet before the Slayer's left arm came up and a panel opened. Peter's spider sense flared. "STOP!" he yelled. A mini plasma cannon fired, stitching a line across the roof, stopping the Titans in their tracks.

"Stay back." Spidey said. "A test, Willie? Okay. But you'll fail. That's for sure." With that, he leapt off the rooftop, the Spider-Slayer in hot pursuit._  
_


	5. Against All Enemies

**_I apologize for the delay. I've been thinking about some directions to take this story. Ultimately, it was an anime that I have that inspired me for the events in this chapter.

* * *

_**

_**Chapter 5: Against All Enemies  
**_

The Hierlark was the tallest building in the city. 106 stories. Offices, condoes, restaurants.

Spidey mentally ticked off that he passed the fifty story mark a couple of seconds ago. He looked back up. This..._thing_ was still coming at him, like a bat out of hell. It had to have been built to replicate his abilities, otherwise it wouldn't have jumped over a 100 story building after him like that.

It looked at him blankly. He saw it pull out of a compartment a metallic baton. A second later, two slim, wicked-looking blades popped out of either side.

Spdey looked back down at the oncoming street. Had to get outta this. Get some distance. An idea is forming. This T-1000 ripoff seems good at killing, but what about webslinging?

Let's put this one through his paces...

Five floors off the ground, Spider-Man shot out a webline that cought onto an adjacent building. With a sharp tug, he pulled himself out of his drop and foward, following up with another line that caught him in a sharp arc around the bottom end of the Hierlark at 40 miles an hour and around, picking up speed.

* * *

"Look at him go." Cyborg commented. His cybernetic eye zoomed in on Spidey making his move. A second later, he saw the Spider-Slayer shoot out a de-cel line and continue the chase, swinging after him. 

"We're going." Robin said. "We can't let him fight it alone."

""I agree, friend Robin, but we should be cautious." Starfire said. "It had plasma weaponry. A direct hit would kill."

Thorough it all, Fisk's hologram contined to watch them. _"Of course it will kill him. We built it to be relentless, superior in every way to the original."_

The team stopped. "We?" Robin said.

_"Of course. I am not alone. Spider-Man has many enemies. In the past, he was able to divide and conquer us, reign victorious, but no longer. He is but one man, while we are many. He will fall."_

"Well he's rolling with a new crew now, fat man." Beast Boy said, before morphing into a gorilla and smashing the missile and the holographic projector.

Robin put a hand to his face. "BB, we could have used that projector to trace the signal, determine where the Kingpin was based." Cyborg said.

"Oh. Sorry." Beast Boy said. "Got caught up in the moment."

"Your heart was in the right place." Star said.

"An A for effort." Raven deadpanned. Internally, she was concerned. That thing, the Spider-Slayer, it seemed quite vicious. It was a certainty it had a lot more than plasma cannons it it's disposal. If he was hurt, or killed before she could talk to him, she would never forgive herself.

"Let's go, team." Robin said, motioning for Raven to teleport them away.

* * *

"Such spirited youngsters." Kingpin remarked. The comm screens read LOSS OF RECIEVER in bright red. 

Smythe manipulated the comm center controls for a moment. A second later, the dead screen was replaced by a live feed. The camera kept moving, and various telemetry and data scrolled in the corners of the screen.

"This is a real-time uplink from the Spider-Slayer. It appears to be pursuing Spider-Man. It's currently sixty stories off the ground and maintaing a constant rate of speed."

Smythe pressed a button, and the word REC appeared in red in the corner of the screen.

The doors opened, and several otehr people entered the room and took seats. Dr. Octopus sat in the back, a tentacle snaking out and grabbing a drink from a minifridge on the far wall. Vulture took a seat front and center. The Scorpion sat off to the side, trying to make Jinx take a different seat. He eventually gave up and Jinx sat next to him, trying in vain to take one of his massive arms. He was yelling at Vulture to shut his goddamn mouth.

Brother Blood sat with Gizmo and Mammoth in the back. Fisk loked around. Three were missing. Electro had said he didn't care one way or the other and was in his quarters, meditating by merging with the ambient magnetic field. Wilson had found that strange, but to each his own. He had sent Kraven as a monitor. He was to passively observe and assess the abilities of these Teen Titans. They were unknown quantities to him and his plans.

That still left one. Consulting a computer terminal on the far end of the room, he checked the in/out logs for the last four hours. A quick sweep of all rooms in the base confirmed it.

"Osborn." Fisk picked up the computer and smashed it.

* * *

The Titans materialized on a rooftop about five stories off the ground. Looking up and to the right, they could see Spider-Man coming off of a webline and doing an incrdibly graceful midair flip before shooting another line and swinging down to street level. Spidey looked around. It was too quiet. 

A blue sedan came shooting out of an alley, thrown through the air. Spidey flipped to avoid it and shot a line in midair at the back end, pulling it and stopping the car's foward momentum. The Slayer blurred out of the alley, brandishing a double-bladed weapon. Spider-Man avoided thrust after thrust at his head, ducking and weaving out of the blade's way. He then came back with a spinning kick, One, two, three heel kicks knocked the weapon out of the Slayer's hands.

Catching it in the flip side, Spidey broke off one blade and stabbed with the other, landing a hit. The primary armor was breached, and the internal core was visible. Cyborg zoomed in and identified several robotic parts that were beyond next-generation. If _he_ had gone against that thing, he would be at a significant disadvantage.

The Slayer shot out with a right straight, knocking Spider-Man back and into a car, crunpling it's side. Spidey lifted the car and brought it up and around, smashing it on top of the Slayer.

"Our boy eats his Wheaties." Beast Boy said proudly.

A short hand to hand melee ensued, With Spidey quickly backing off. He was many things. His skeleton, near as he could tell, was reinforced. How else could he move the way he could, landing safely from an hundred and twenty foot straight drop on his feet, for example? But this thing...it was made of some kind of alloy. Adamantium, or something close to it. He had felt it give slightly, but not close to enough for an old school beatdown. Had to get creative.

It tore off pieces of it's armor that had been compromised. It was at this moment that Starfire shot off multiple starbolts, while Cyborg went full force with a sonic blast, and Robin tossed several dozen disk grenades. Concussion, shock, explosive. Spidey leapt back from the firestorm.

Suddenly, a shadow appeared from above, along with a sharp whistling sound, like the one made when a bomb drops. A bus appeared, smashing front force straight down into the Spider-Slayer. The bus then exploded, it's gas tank ruptured.

The Titans dropped down. "This may be it." Raven said. "The beast may be dead."

The sound of tearing metal made Spidey point. "He seems to be made of sterner stuff."

Two large pieces of wreckage were violently thrown out of the way. A silver being strolled out of the fire. Miles away, all assembled to watch Spider-Man's destruction saw PRIMARY EXTERNAL ARMOR DESTROYED flash on their screens.

It stood, watching them. It's primary AI array began to reclassify all assembled as primary targets, equal value. The Titans had previously been targets of opportunity, but they had proved themselves worthy of _immediate_ extermination.

"He doesn't look happy." Robin said.

With a metallic screech, it leapt at them, batting Robin to the side and attacking Starfire, whose strength level approached it's own. As the strongest, she was to be dispatched first. A harsh right cross blackened her eye and a straight broke her nose. It then grabbed her by the legs and swung her into a light pole, bending it backwards.

Beast Boy turned into a rhino and slammed into the Slayer, knocking it through a nearby brick wall. Reemerging, the Slayer's hand reformatted into some kind of laser cannon. With a high pitched whine, it fired, a stream of energy which split a car in two. Robin and Cyborg rolled out of the way, while Raven covered Beast Boy and Starfire, who was struggling to get to her feet. She looked up, and around. Spider-Man was nowhere in sight. Had he run, bugged out? She was trying hard not to believe that. Having a trusting nature was not one of her qualities. Best to leave that to people like Starfire.

She stopped drifting when she saw the robot morph it's other hand, and pulses of energy blasted out, pulverizing huge swathes of sidewalk and pavement. She extended her shield to cover Robin and Cyborg, but it couldn't stand up to such punishment for long.

* * *

The Spider-Slayer shifted it's vision modes. Thermal, electromagnetic, x-ray, among others. The secondary targets were being dealt with. data on the Titans was not nearly as comprehensive as that on Spider-Man. It had originally been built in New York, built solely for hunting down Spider-Man. Data on these new foes had been provided recently, by the Brotherhood of Evil. Capabilities, such as the fact that Target 03, RAVEN, had dropped a bus on it were new, and had to be taken into account. 

Continuing the assault, the Slayer looked around. Target 00, SPIDER-MAN, was nowhere in sight. He constituted an extreme danger.

Suddenly, a dull _bonging_ hammered through it's superstructure, most notably on it's cranial unit. Sensors concluded the strikes increasing in force and intensity. Warning notices lit up. Conclusion: Spider-Man had returned to do battle with it. A new solution to destroy him safely away from other combatants was formulated.

* * *

Raven felt the firing let up slightly. Through her dark shield, the titans saw that Spidey had returned, and was currenly perched on top of the shoulders of the Spider-Slayer, slamming repeatedly with fists and elbows into it's head. dents could already be seen, and it was slightly buckling. 

It ceased firing, and it's eyes, no longer covered by a pseudo Spider-Man mask, glowed a deep red. With a metallic roar, twin jets emanated from it's feet, and it shot off, picking up speed. Spider-Man continued to hammer away as he was rocketed twenty, then eighty stories off the ground. He dissappeared through the cloud cover of an approching storm.

"No..." Raven murmured. It was blasting up towards the upper atmosphere, and neither Raven or Starfire could fly that high.

* * *

Spidey was freezing. It had been sunny before, but upon entering the storm cloud, the temperature rapidly dropped. It was raining, and crackles of thunder and lightning were all around. The Slayer increased it's speed, buffeting Spidey with pressure. He strugled to hold on. He also started to have problems breathing. 

_Oxygen seems to be getting lower._ he thought. Had to get out of this. He was about two, maybe three miles up now. Getting back to street level with everything intact would take some doing.

They broke through the cloud, vapor streaming below them. One of the thing's hands finally threw him off, and Spider-Man hovered in midair for a moment, before slowly drifting back down, picking up speed. The Slayer spun around on it's jets, flashing back at him. It pulled out another blade from a compartment and began slashing at him. Dodging in midair was tricky.

He fell through the cloud cover, back in the storm. Spidey managed to knock the blade out of it's hand, and it punched him. An arm shifted again, splitting into three parts, forming a three barreled cannon. But before it could fire a shot, a lightning strike blasted it, blowing off the Slayer's right arm completely.

The Slayer's head split, and a gun barrel popped out. Spider-Man shifted through the air, avoiding howitzer shells. Loud sounds, like china plates being repeatedly shattered, drowned out all other sounds. Looking down, he saw that he was still two miles up, but approaching fast.

It shot rockets at him. He quickly formed a web shield that deflected the rockets. They detonated prematurely, the concussion pushing him a few feet closer to earth. Something grabbed him around the midsection, squeezing his ribs. He tasted blood and something like bile as he felt one rib go. Then two. The third and fourth gave at the same time. His midsection felt like a slab of bruised meat.

The Slayer had him in a death grip, and shot it's jets again, seeking to slam him full force into the ground. He was only a few hundred feet above the city's skyscrapers. Desperately grabbing onto something, anything, Spidey pulled a sparking power lead out of the thing's destroyed arm. He slammed it repeatedly into the spinal section until it stuck, creating a feedback loop. A jolt of electricity arced through the Slayer, and it squezed again. hard. Then it let go.

They were at an angle close to a tall building. In a freefall, the Slayer slammed into a satellite tower and skidded, coming to a stop at the edge. Spidey shot a webline and caught a girder, barely hanging on. He hund there for several moments, trying to summon the strength to pull himself up. Finally, a hand appeared over the edge and grabbed the weblind, gently pulling Spider-Man up.

Cyborg was holding the line. After Spider-Man had dissappeared above the clouds, they had to wait and see where he would come down. Starfire had seen the Slayer, holding Spider-Man, rocketing down toward the ground. Then it had let go and crashed into the roof of a nearby building. Spider-Man was barely hanging on ny a webline. Raven had teleported them to that rooftop and Cyborg had rushed over and pulled Spidey up.

He was now trying to get up. Raven saw that the midsection of his suit was stained with red, and several large rips were present. One eye piece on his mask was cracked, and there was a slash o his chest from a blade.

Robin felt his side. "At least five ribs are broken." he said.

"This isn't over." Spider-man mumbled, getting to his feet, unsteadily.

The Slayer got up, various fluids leaking from ruptures in it's power core. It stood in a combat stance. Then a leg buckled, and it went to one knee.

"Stay down, my friend. Stay down." Spidey said, ready to fight again.

It growled, and it's midsection opened. A segmented barrel popped out, forming a cannon. A greenish light began forming.

"Guys," Cyborg cut in. "I'm detecting radiation. That thing is a neutron cannon."

Spidey looked up. He saw a glint of metal in the sky, flashing. It was falling quickly. "Take five, guys." he said. "It's dead. He just doesn't know it yet."

"What do you mea-" Raven was cut off by Spidey's hand. Three fingers were up.

The cannon primed, the light intensifying.

Two fingers were now up.

Steam began venting from exaust ports in the Slayer's sides. A low hum was building. Not long now, and Targets 00 through 05 would be vaporized.

One finger, then nothing.

A microsecond before the Slayer was to fire, a flash of bright metal fell, striking the Slayerright in the forehead. It was the blade that Spider-Man had knocked out of it's hand, far above the city. The Slayer was bent backwards by teh impact, it's cannon pointig upwards ay the sky. It fired, and a wide green beam of energy shot up, punching through the clouds that had appeared over the city. It slowly lost power, and dissappated.

The Slayer fell. A metallic groan emanated. _"Ahhhgh." _Then it's eyes went dark.

"Looks like he blew his load." Spidey quipped.

The Titans gathered around him, congratulating him on his victory. But where was Raven?

A harsh, barking laugh cut through the moment. Rain began falling, and lightning flashed. On the edge of the roof was a tall figure in a green hooded coat. In one harge hand, Raven was held by the throat, tightly.

His spider sense was screaming, and despite the pain, he steeled himsef.

"Quite a show, Parker." the man said, dark humor dripping from his voice. "Octavius was sure Smythe's new toy would lose, and he was right. Scorpion and Vulture are going to lose big money, tonight. They bet forty grand that it would kill you. Looks like I'll have to collect."

"Osborn..."

"Bingo! I've come pack to play, my friend. The party's just starting, and it's going to be a _wild_ ride!"

"I killed you..."

"You certainly did your best. Being impaled by my own glider...the pain was indescribable. But I'm back, and in living color."

His other hand ripped off his coat. The man was tall, and unnaturally muscular. His skin was a rich dark green, and his hands and feet were clawed. But what was worst was the face. It was in a perpetual grin of horror, fanged teeth smiling at some sadistic joke. A small hooked nose and pointed ears were present. But it was the eyes. They glowed a sickly greenish-yellow, with red pupils. A kind of mad intelligence gleamed in them. The head was bald, and leathery.

"Like my new look? I was still alive, but gravely wounded. I called on the Jackal's services soon afterwards, for a little...genetic modificaion. This is the result. But I can't complain. You and Fury and SHIELD desttoyed my company, everything I worked for, my son. Your aunt is too well protected by Fury, but you're not. Those around you are not. Like this dark little rose here."

"Let her go."

"Why? I'm feeling nostalgic, Parker. Hasn't this happened before? A high place, a damsel in distress unconscious and seconds from death? A bridge or a tall building makes no difference. She'll go splat all the same." Osborn grinned.

"Here's to...repeating history." Then he hurled Raven off the roof.

* * *

**_Just to let you know, it was Episode 3 of Afro Samurai which inspired me. Please review!_**


End file.
